Reorganizations

News & Analysis as of

Public Hospital Bankruptcy Under Chapter 9: A Success Story and a Powerful Tool

To the extent authorized by a State, Chapter 9 of the Bankruptcy Code allows municipalities (defined as a “political subdivision or public agency or instrumentality”) of that State – including public hospitals – to reorganize...more

Good News for Creditors in Individual Bankruptcy Cases

For the past several years, creditors in the Ninth Circuit were confounded by an interpretation of the bankruptcy code that permitted individual chapter 11 debtors to retain a significant portion of their assets without...more

Bankruptcy Trumps Collective Bargaining Agreement

A federal court recently ruled that the Bankruptcy Code (the “Code”) permits an employer to escape their expired collective bargaining agreement obligations under certain circumstances. In the matter of In re Trump...more

Third Circuit Court of Appeals Permits Chapter 11 Debtor to Reject Expired CBA

It is a familiar scenario: a company is on the verge of bankruptcy, bound by the terms of a collective bargaining agreement (CBA), and unable to negotiate a new agreement. However, this time, an analysis of this distressed...more

"Berau May Expand US Restructuring Options for Foreign Issuers"

A recent decision in the U.S. Bankruptcy Court for the Southern District of New York clarifies that restructuring options under Chapter 11 or Chapter 15 are available to foreign issuers of U.S. debt, even if those issuers...more

Looking At The Basics Of Chapter 11 For Businesses, P.1

Last time, we mentioned that a Virginia-based mining company will be selling of parts of its business—including parts located in Kentucky—as part of its Chapter 11 bankruptcy filing. In this and our next post, we wanted to...more

Overview of the Key Amendments into Legislation on Rehabilitation and Bankruptcy

On 13 November 2015, the Law of the Republic of Kazakhstan “On Introduction of Amendments and Supplements to Certain Legislative Acts of the Republic of Kazakhstan on the Issues of Rehabilitation and Bankruptcy” (the “Law”)...more

New Delaware Chapter 11 Filing – Cubic Energy, Inc. et al.

Cubic Energy, Inc. (OTC: CBNR) and 4 affiliates, which are engaged in oil and gas exploration in Texas and Louisiana, have filed chapter 11 petitions before the United States Bankruptcy Court for the District of Delaware...more

Bankruptcy Beat: The Second Circuit Establishes a Binding Standard For Lien Extinguishment Under a Plan of Reorganization

The Second Circuit Court of Appeals recently issued an opinion, City of Concord, N.H. v. N. New England Tel. Operations, LLC (In re N. New England Tel. Operations LLC), 795 F.3d 343 (2d Cir. 2015), addressing an issue of...more

Illinois Appellate Court Upholds Protections of Tort Immunity Act for School Districts

The Illinois Appellate Court (Second District) recently held that several parents’ action challenging an Illinois school district’s reorganization of two elementary schools was barred by the Illinois Local Governmental and...more

The fiducie-sûreté: the most effective French security interest?

The fiducie has been the subject of increased interest by lenders over the past few years in France. Even though there is no significant case law supporting this, some academics have gone so far as to refer to this mechanism...more

A Reverse Morris Trust Ruling

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

Orrick's Financial Industry Week in Review

EBA Updates Single Rulebook Q&As - On October 16, 2015, the European Banking Authority (EBA) updated its Q&As on the single rulebook, publishing four new questions. The single rulebook Q&As relate to the CRD IV package...more

New Regulations on F Reorganizations

In late September, the IRS issued final regulations describing six requirements for a transaction or series of transactions to qualify as a reorganization under Section 368(a)(1)(F) (an “F reorganization”). The IRS...more

Beware Transferee Liability

One of the great features of corporations is that liability in the corporation generally does not extend to its shareholders, including tax liability. Like any rule, though, there is almost always an exception. In this...more

IRS Issues Final Regulations on F Reorganizations

In September 2015, the Treasury Department and the IRS issued final regulations (T.D. 9739) that provide guidance with respect to the qualification of a transaction as a reorganization under Section 368(a)(1)(F) (an “F”...more

Three Recent Delaware Decisions Highlight the Importance of Director Independence and Risks for M&A Financial Advisors

On September 28 and October 1, 2015, the Delaware Court of Chancery issued decisions in Caspian Select Credit Master Fund Limited v. Gohl, C.A. No. 10244-VCN and In re Zale Corporation Stockholders Litigation, C.A. No....more

IRS Releases Guidance on Treatment of Incentive Stock Options in Reorganizations

On May 8, 2015, the Office of Chief Counsel of the Internal Revenue Service released Chief Counsel Advice Memorandum No. 201519031 describing the difference in tax consequences of a disposition of shares acquired upon...more

Boarding passes ready – when employees may unexpectedly move around within a corporate group

The European Court of Justice ("ECJ") has ruled that, in certain circumstances, when a subsidiary company is wound up, its employees will transfer automatically to its holding company. What happened? In 1993, Air...more

Treatment of senior unsecured debt in European leveraged finance transactions: the need for an intercreditor agreement

Over the last few years, the European leveraged finance market has seen rapid growth of senior secured high yield notes (“SSN”) and senior secured covenant-lite term loan B (“TLB”) financings. A common feature of both SSNs...more

Don’t Burst My Bubble! IRS Provides Clarity for F Reorganizations

Recently, the Internal Revenue Service issued final regulations addressing reorganizations, commonly referred to as “F reorganizations,” under Section 368(a)(1)(F) of the Internal Revenue Code (the Code). F reorganizations...more

Basic Tax Issues in Mergers and Acquisitions

Mergers and acquisitions ("M&A") are complex, multilayered transactions with multiple moving parts and a healthy dose of negotiation. There are, however, common tax implications at play in most transactions of which...more

Accidentally On Purpose: Washington Court Finds Coverage For Contempt Of Court Based On “Misunderstanding”

Professional liability policies cover claims based on the insured’s alleged negligent acts, errors or omissions, and not claims for “sanctions or penalties” for “willful” professional misconduct. But the insurer’s duty to...more

Court Says There is no Private Cause of Action to Create an SEC Whistleblower Award

AgFeed Industries, Inc.’s accounting irregularities culminated in a March 2014 enforcement action brought against AgFeed by the SEC. The enforcement action yielded an $18 million disgorgement penalty, referred to as the...more

IRS Finalizes Regs on F Reorgs

The IRS has finalized its regulations on Section 368(a)(1)(F) reorganizations. An F reorganization is characterized as a mere change in the identity, form, or place of organization of one corporation. The final...more

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